Credit Agricole Sa: All Regulatory Approvals for CACEIS and KAS
BANK obtained to close the Offer
This is a joint press release by KAS
BANK N.V. (“KAS BANK”) and CACEIS Bank S.A. (“CACEIS” or the
"Offeror"), pursuant to the provisions of Section 4 Paragraph 3 of
the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft)
(the "Takeover Decree") in connection with the recommended public
offer by CACEIS for all listed issued depositary receipts of
ordinary shares in the capital of KAS BANK (the "Depositary
Receipts") and all non-listed issued ordinary shares in the capital
of KAS BANK which are not registered in the name of Stichting
Administratiekantoor Aandelen KAS BANK (the "Ordinary Shares" and
together with the Depositary Receipts, the "Securities"). This
announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, the United
States or Canada or in any other jurisdiction in which such
release, publication or distribution would be unlawful. Terms not
defined in this press release will have the meaning as set forth in
the Offer Memorandum.
All Regulatory Approvals for CACEIS and
KAS BANK obtained to close the Offer
Highlights
- All Regulatory Approvals required to close the Offer obtained,
including declarations of no objections from the Dutch Central Bank
("DNB") and the European Central Bank
("ECB").
- KAS BANK and CACEIS jointly recommend all Securityholders to
tender Securities.
- The Acceptance Period will end on Monday 23 September 2019 at
17:40 hours CET, unless extended.
Paris, France and Amsterdam, the Netherlands, 17
September 2019
KAS BANK and CACEIS hereby announce that all
Regulatory Approvals required to close the Offer have been
obtained. With this, an important milestone of the transaction
process has been achieved. Securityholders can continue to tender
their Securities until the Acceptance Closing Date. The Acceptance
Period will end on Monday 23 September 2019 at 17:40 hours CET.
Regulatory Approvals
The following Regulatory Approvals have been
obtained:
- a declaration of no objection from the ECB for acquiring a
qualifying holding in KAS BANK; and
- a declaration of no objection from the DNB for acquiring a
qualifying holding in KAS Trust & Depositary Services B.V.
This means that CACEIS has obtained the
Regulatory Approvals required to close the Offer.
Declaring the Offer
unconditional
As indicated in the joint press release dated 26
July 2019, if the acceptance level is below 95%, CACEIS may waive
the 95% Condition, and if CACEIS declares the Offer unconditional,
implement a demerger and liquidation of KAS BANK, on terms set out
in more detail in the Offer Memorandum. In respect of the
regulatory approvals regarding the Demerger and Liquidation, (i) a
declaration of no objection from the ECB on a financial or
corporate restructuring for KAS BANK, (ii) a banking license from
the ECB for NewBankCo and (iii) a declaration of no objection from
the ECB for acquiring a qualifying holding in NewBankCo need to
have been obtained. The ECB has indicated that it will not approve
a new banking license for NewBankCo before the Offeror has declared
the Offer unconditional. Accordingly, if the Offeror wishes to
implement the Demerger and Liquidation, all filings will only be
made for such a license after the Offeror has declared the Offer
unconditional and elects to implement the Demerger and
Liquidation.
In case the 95% Condition is not satisfied,
CACEIS is under no obligation to declare the Offer unconditional.
If CACEIS does not declare the Offer unconditional, the Offer will
be terminated.
Securityholders to tender
Securityholders can continue to tender their
Securities until the Acceptance Closing Date. The Acceptance Period
will end on 23 September 2019 at 17:40 hours CET. CACEIS and KAS
BANK recommend to all Securityholders to tender their
Securities.
The custodian, bank or stockbroker may set an
earlier deadline for communication by Securityholders in order to
permit the custodian, bank or stockbroker to communicate its
acceptances to the Settlement Agent in a timely manner. Reference
is made to section 3 of the Offer Memorandum.
If the Offer is declared unconditional, the
Offeror will accept all Securities that have been validly tendered
(or defectively tendered provided that such defect has been waived
by the Offeror) and not previously withdrawn pursuant to the terms
of the Offer in accordance with the procedures set forth in Section
3.5 (Withdrawal rights) of the Offer Memorandum.
During any such extension of the Acceptance
Period, any Securities previously tendered and not withdrawn will
remain subject to the Offer.
Notice to U.S. Securityholders of KAS
BANK
The Offer is being made for the Securities of
KAS BANK, a public limited liability company incorporated under
Dutch law, and is subject to Dutch disclosure and procedural
requirements, which differ from those of the United States. The
financial information of KAS BANK included or referred to herein
has been prepared in accordance with the International Financial
Reporting Standards issued by the International Accounting
Standards Board, as adopted by the European Commission and Part 9
of Book 2 of the Dutch Civil Code for use in the European Union
and, accordingly, may not be comparable to financial information of
U.S. companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States. The Offer will be made in the United States in
compliance with Regulation 14E under the U.S. Securities Exchange
Act of 1934, as amended (the U.S. Exchange Act) and the rules and
regulations promulgated thereunder, including the exemptions
therefrom, and otherwise in accordance with the applicable
regulatory requirements in the Netherlands. Accordingly, the Offer
will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different
from those applicable under U.S. domestic tender offer procedures
and law.
The receipt of cash pursuant to the Offer by a
U.S. holder of Securities may be a taxable transaction for U.S.
federal income tax purposes and may be a taxable transaction under
applicable state and local laws, as well as foreign and other tax
laws. Each holder of Securities is urged to consult his or her
independent professional adviser immediately regarding the tax
consequences of acceptance of the Offer.
It may be difficult for U.S. holders of
Securities to enforce their rights and any claim arising out of the
U.S. federal securities laws, since the Offeror and KAS BANK are
located in a country other than the United States, and some or all
of their officers and directors may be residents of a country other
than the United States. U.S. holders of Securities may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
Neither the U.S. Securities and Exchange
Commission nor any U.S. state securities commission or other
regulatory authority has approved or disapproved the Offer, passed
upon the fairness or merits of the Offer or provided an opinion as
to the accuracy or completeness of this Offer Memorandum or any
other documents regarding the Offer. Any declaration to the
contrary constitutes a criminal offence in the United States.
To the extent permissible under applicable law
or regulation, including Rule 14e-5 under the U.S. Exchange Act,
and in accordance with standard Dutch practice, the Offeror and its
Affiliates or brokers (acting as agents for the Offeror or its
Affiliates, as applicable) may before or during the period in which
the Offer remains open for acceptance, directly or indirectly,
purchase, or arrange to purchase, Securities outside of the United
States, from time to time, other than pursuant to the Offer. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. In addition, the
financial advisers to the Offeror may engage in ordinary course
trading activities in securities of KAS BANK, which may include
purchases or arrangements to purchase such securities. To the
extent required in The Netherlands, any information about such
purchases will be announced by press release in accordance with
Article 13 of the Takeover Decree and posted on the website of
CACEIS at www.caceis.com.
Press contact
CACEIS
Press contact KAS BANK Eric
Derobert
Remko Dieker Group Head of Communication and Public
Affairs
Secretary to the Managing Board Tel: +33 1 57 78 05
96
Tel: +31 20 557 51 80 Mobile: +33 6 83 78 65
59
Mobile: +31 6 51 68 54 79
About CACEIS
CACEIS is the asset servicing banking group of
Crédit Agricole dedicated to institutional and corporate clients.
Through offices across Europe, North America and Asia, CACEIS
offers a broad range of services covering execution, clearing,
forex, securities lending, depositary and custody, fund
administration, fund distribution support, middle office
outsourcing and issuer services. With assets under custody of €2.6
trillion and assets under administration of €1.7 trillion, CACEIS
is a European leader in asset servicing and one of the major
players worldwide (figures as of 31 December 2018).
www.caceis.com
About KAS BANK
KAS BANK is a European specialist for
safekeeping and administration of securities and high-quality risk-
and reporting services. We focus on securities services for
professional investors in the pensions and securities market. Our
strategy and services are based on clear principles about the role
custodians should perform in the financial markets. Integrity,
transparency and independence are important values for our bank, as
well as a low risk profile. KAS BANK is located in the Netherlands,
the United Kingdom and Germany. We offer access to more than 90
markets worldwide. KAS BANK is listed on Euronext Amsterdam.
www.kasbank.com
DISCLAIMER
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, CACEIS and KAS BANK disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither CACEIS, nor KAS BANK, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any KAS BANK shareholder who is in any doubt as
to his or her position should consult an appropriate professional
advisor without delay. This announcement is not to be published or
distributed in or to the United States, Canada or Japan.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer or an invitation to
acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. This announcement
does not constitute an offer to sell or the solicitation of an
offer to buy or acquire the securities of KAS BANK in any
jurisdiction.
Forward Looking Statements
Certain statements in this press release may be
considered “forward-looking statements,” such as statements
relating to the impact of this transaction on CACEIS and KAS BANK.
Forward-looking statements include those preceded by, followed by
or that include the words “anticipated,” “expected” or similar
expressions. These forward-looking statements speak only as of the
date of this release. Although CACEIS and KAS BANK believe that the
assumptions upon which their respective financial information and
their respective forward-looking statements are based are
reasonable, they can give no assurance that these forward-looking
statements will prove to be correct.
Forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from historical experience or from future results
expressed or implied by such forward-looking statements. Potential
risks and uncertainties include, but are not limited to, receipt of
regulatory approvals without unexpected delays or conditions,
CACEIS’ ability to successfully integrate KAS BANK, CACEIS’ ability
to achieve the anticipated results from the acquisition and
integration of KAS BANK, the effects of competition (in particular
the response to the transaction in the marketplace), economic
conditions in the global markets in which CACEIS and KAS BANK
operate, and other factors that can be found in CACEIS’ and KAS
BANK’s press releases and public filings.
Neither CACEIS nor KAS BANK, nor any of their
advisors, accepts any responsibility for any financial information
contained in this press release relating to the business, results
of operations or financial condition of the other or their
respective groups. Each of CACEIS and KAS BANK expressly disclaims
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
- All Regulatory Approvals for CACEIS and KAS BANK obtained to
close the Offer
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